Common use of Certain Financial Covenant Matters Clause in Contracts

Certain Financial Covenant Matters. (a) For purposes of determining any Applicable Fee Amount or any Applicable Margin and calculating JM's compliance with Section 8.11, EBITDA shall be adjusted for Acquisitions of consolidated Subsidiaries (each an "Acquired Subsidiary") made by JM or any Subsidiary during the 4-quarter period (the "Compliance Period") with reference to which the Leverage Ratio is being determined. Such adjustment shall be made as follows: (i) actual financial results of each such Acquired Subsidiary from the date of its Acquisition through the end of the Compliance Period shall be included in the above-referenced consolidated measure of EBITDA in accordance with GAAP; (ii) historical financial results of each such Acquired Subsidiary may be included in the above-referenced consolidated measures of EBITDA if any one of the following conditions is satisfied: (A) audited financial statements of such Acquired Subsidiary are available for its most recant fiscal year-end; (B) such Acquired Subsidiary is a Subsidiary or division of a company for which audited financial statements are available for such company's most recent fiscal year-end; or (C) reviewed financial statements of such Acquired Subsidiary prepared in accordance with GAAP are available for its most recent fiscal year-end) (iii) if one or more of the conditions set forth in the preceding clause (ii) are satisfied, then the historical financial results of such Acquired Subsidiary shall be included in the consolidated financial results of JM as follows: (A) JM shall determine in accordance with GAAP the relevant financial results of such Acquired Subsidiary for the period of four fiscal quarters of such Acquired Subsidiary ending on the last day of its fiscal quarter most recently ended prior to the date of its Acquisition, (B) JM may make adjustments to such financial results for specified expense items of such Acquired Subsidiary eliminated as a result of its Acquisition, and (C) JM shall include in the above-referenced measure of EBITDA only such portion of such relevant historical financial results that is obtained by multiplying such financial results by the quotient obtained by dividing (x) the number of days elapsed from the first day of the Compliance Period to the date of the Acquisition of such Acquired Subsidiary, by (y) 365; provided, however, that any increase in EBITDA as a result of the adjustments described in this Section 1.5 made on the basis of reviewed financial statements pursuant to subclause (ii)(C) shall not exceed $10,000,000 (U.S.) for any Compliance Period. (b) For purposes of determining any Applicable Fee Amount or any Applicable Margin or calculating JM's compliance with Sections 8.10, 8.11 and 8.12, such determination and calculation shall exclude the financial results and condition of each Unrestricted Subsidiary.

Certain Financial Covenant Matters. (a) For purposes of ---------------------------------- determining any Applicable Fee Amount or any Applicable Margin and calculating JMthe Company's compliance with Section 8.11, EBITDA shall be adjusted for Acquisitions of consolidated Subsidiaries (each an "Acquired Subsidiary") made ------------------- by JM the Company or any Subsidiary during the 4-quarter period (the "Compliance ---------- Period") with reference to which the Leverage Ratio is being determined. Such ------ adjustment shall be made as follows: (i) actual financial results of each such Acquired Subsidiary from the date of its Acquisition through the end of the Compliance Period shall be included in the above-referenced consolidated measure of EBITDA in accordance with GAAP; (ii) historical financial results of each such Acquired Subsidiary may be included in the above-referenced consolidated measures of EBITDA if any one of the following conditions is satisfied: (A) audited financial statements of such Acquired Subsidiary are available for its most recant recent fiscal year-end; (B) such Acquired Subsidiary is a Subsidiary or division of a company for which audited financial statements are available for such company's most recent fiscal year-end; or (C) reviewed financial statements of such Acquired Subsidiary prepared in accordance with GAAP are available for its most recent fiscal year-end); (iii) if one or more of the conditions set forth in the preceding clause (ii) are satisfied, then the historical financial results of such Acquired Subsidiary shall be included in the consolidated financial results of JM the Company as follows: (A) JM the Company shall determine in accordance with GAAP the relevant financial results of such Acquired Subsidiary for the period of four fiscal quarters of such Acquired Subsidiary ending on the last day of its fiscal quarter most recently ended prior to the date of its Acquisition, (B) JM the Company may make adjustments to such financial results for specified expense items of such Acquired Subsidiary eliminated as a result of its Acquisition, and (C) JM the Company shall include in the above-referenced measure of EBITDA only such portion of such relevant historical financial results that is obtained by multiplying such financial results by the quotient obtained by dividing (x) the number of days elapsed from the first day of the Compliance Period to the date of the Acquisition of such Acquired Subsidiary, by (y) 365; provided, however, that any -------- increase in EBITDA as a result of the adjustments described in this Section 1.5 made on the basis of reviewed financial statements pursuant to subclause (ii)(C) shall not exceed $10,000,000 (U.S.) for any Compliance Period. (b) For purposes of determining any Applicable Fee Amount or any Applicable Margin or calculating JMthe Company's compliance with Sections 8.10, 8.11 and 8.12, such determination and calculation shall exclude the financial results and condition of each Unrestricted Subsidiary.

Certain Financial Covenant Matters. (a) For purposes of determining ---------------------------------- any Applicable Fee Amount or any Applicable Margin and calculating JMthe Company's compliance with Section 8.11, EBITDA shall be adjusted for Acquisitions of consolidated Subsidiaries (each an "Acquired Subsidiary") made by JM the Company or ------------------- any Subsidiary during the 4-quarter period (the "Compliance Period") with ----------------- reference to which the Leverage Ratio is being determined. Such adjustment shall be made as follows: (i) actual financial results of each such Acquired Subsidiary from the date of its Acquisition through the end of the Compliance Period shall be included in the above-referenced consolidated measure of EBITDA in accordance with GAAP; (ii) historical financial results of each such Acquired Subsidiary may be included in the above-referenced consolidated measures of EBITDA if any one of the following conditions is satisfied: (A) audited financial statements of such Acquired Subsidiary are available for its most recant recent fiscal year-end; (B) such Acquired Subsidiary is a Subsidiary or division of a company for which audited financial statements are available for such company's most recent fiscal year-end; or (C) reviewed financial statements of such Acquired Subsidiary prepared in accordance with GAAP are available for its most recent fiscal year-end); (iii) if one or more of the conditions set forth in the preceding clause (ii) are satisfied, then the historical financial results of such Acquired Subsidiary shall be included in the consolidated financial results of JM the Company as follows: (A) JM the Company shall determine in accordance with GAAP the relevant financial results of such Acquired Subsidiary for the period of four fiscal quarters of such Acquired Subsidiary ending on the last day of its fiscal quarter most recently ended prior to the date of its Acquisition, (B) JM the Company may make adjustments to such financial results for specified expense items of such Acquired Subsidiary eliminated as a result of its Acquisition, and (C) JM the Company shall include in the above-referenced measure of EBITDA only such portion of such relevant historical financial results that is obtained by multiplying such financial results by the quotient obtained by dividing (x) the number of days elapsed from the first day of the Compliance Period to the date of the Acquisition of such Acquired Subsidiary, by (y) 365; provided, however, that any -------- increase in EBITDA as a result of the adjustments described in this Section 1.5 made on the basis of reviewed financial statements pursuant to subclause (ii)(C) shall not exceed $10,000,000 (U.S.) for any Compliance Period. (b) For purposes of determining any Applicable Fee Amount or any Applicable Margin or calculating JMthe Company's compliance with Sections 8.10, 8.11 and 8.12, such determination and calculation shall exclude the financial results and condition of each Unrestricted Subsidiary.